Common use of Representations and Warranties of HudBay Clause in Contracts

Representations and Warranties of HudBay. HudBay hereby represents and warrants to the Shareholder as follows, and acknowledges that the Shareholder is relying upon such representations, warranties and covenants in entering into this Agreement (a) it has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement by HudBay and the consummation by HudBay of the transactions contemplated hereunder have been duly authorized by the board of directors of HudBay and no other internal proceedings on the part of HudBay are necessary to authorize this Agreement or the transactions contemplated hereby. This Agreement has been duly executed and delivered by HudBay and constitutes a legal, valid and binding agreement enforceable by the Shareholder against HudBay in accordance with its terms, subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings, the equitable power of the courts to stay proceedings before them and the execution of judgments and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought. HudBay is not a party to, bound or affected by or subject to, any charter or by-law, contract, provision, statute, regulation, judgment, order, decree or law which would in any material respect be violated, contravened, breached by, or under which any material default would occur as a result of, the execution and delivery of this Agreement or the consummation of any of the transactions provided for in this Agreement; (c) no consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity which has not been received or made is required by HudBay in connection with the execution and delivery of this Agreement by HudBay, except as provided in the Arrangement Agreement; and (d) the HudBay Shares to be issued in connection with the Arrangement will be validly issued as fully paid and non-assessable and listed for trading on the Exchange.

Representations and Warranties of HudBay. HudBay hereby represents and warrants to the Shareholder Company as followsset forth below, and acknowledges that the Shareholder Company is relying upon such representations, these representations and warranties and covenants in connection with the entering into of this Agreement. (a) it HudBay is a corporation validly existing under the Laws of Canada. (b) HudBay has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the . The execution and delivery of this Agreement by HudBay HudBay, and the consummation by HudBay performance of the transactions contemplated hereunder its obligations under this Agreement, have been duly authorized by the board of directors of HudBay (or any authorized committee thereof) and no other internal corporate proceedings on the part of HudBay are necessary to authorize this Agreement or the transactions contemplated herebyAgreement. This Agreement has been duly executed and delivered by HudBay and constitutes a legal, valid and binding agreement obligation of HudBay, enforceable by the Shareholder Company against HudBay in accordance with its terms, subjectexcept as the enforcement thereof may be limited by bankruptcy, howeverinsolvency, reorganization and other Laws of general application relating to limitations with respect or affecting the rights of creditors and that equitable remedies, including specific performance are discretionary and may not be ordered. (c) Neither the subscription by HudBay pursuant to enforcement imposed by law in connection with bankruptcy or similar proceedingsthis Agreement, the equitable power performance and compliance with the terms of this Agreement and the completion of the courts transactions described in this Agreement by HudBay will violate, conflict with, or result in a breach of any material provision of, require any consent, approval or notice under, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under (i) the articles of incorporation or by-laws of HudBay or (ii) any Material Contract or other instrument or obligation to stay proceedings before them which HudBay or any of its subsidiaries is a party or to which any of them, or any of its properties or assets, may be subject or by which HudBay or any of its subsidiaries is bound and, in each case, individually or in the aggregate, would have a Material Adverse Effect on HudBay’s ability to perform its obligations under this Agreement or (iii) violate any Law applicable to HudBay or any of its subsidiaries or any of its properties or assets. (d) HudBay is resident in the Province of Ontario. (e) HudBay is an “accredited investor” as such term is defined in National Instrument 45-106 Prospectus and Registration Exemptions (“NI 45-106”) by virtue of being a corporation that has net assets of at least $5,000,000 as shown in its most recently prepared financial statements and is purchasing the Subscription Shares as principal for its own account and not for the account and the execution subscription hereunder constitutes a legal and binding obligation of judgments and HudBay. (f) Neither HudBay nor any of its affiliates is the beneficial owner of, or exercises control or direction over, any Common Shares or any securities convertible, exercisable or exchangeable for Common Shares, in each case excluding the Subscription Shares to the extent that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought. be purchased by HudBay. (g) HudBay is not a party to, bound or affected by or subject to, any charter or by-law, contract, provision, statute, regulation, judgment, order, decree or law which would in any material respect be violated, contravened, breached byU.S. Person and is not purchasing the Subscription Shares on behalf of, or under which any material default would occur for the account or benefit of, a person in the United States or a U.S. Person. (h) The applicable representative of HudBay was outside the United States at the time it received the offer to purchase the Subscription Shares, and this Agreement was executed on behalf of HudBay outside the United States. (i) The sale of the Subscription Shares pursuant to this Agreement has not been made through, or as a result of, and is not being accompanied by, (i) a general solicitation, (ii) any advertisement including articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or (iii) any seminar or meeting whose attendees have been invited by general solicitation or general advertising. (j) HudBay has not received or been provided with a prospectus or an offering memorandum, within the execution and delivery of this Agreement or the consummation of any meaning of the transactions provided for in this Agreement;Securities Laws. (ck) no consentThe funds representing the Subscription Price do not represent proceeds of crime for the purposes of the PCMLTFA. None of the funds representing the Subscription Price: (i) have been or will be derived from or related to any activity that is deemed criminal under the laws of Canada, approval or authorization ofthe United States of America, or declaration any other jurisdiction; or filing with, (ii) are being tendered on behalf of a person or notice to, any Governmental Entity which entity who has not been received or made is required by HudBay in connection with the execution and delivery of this Agreement by identified to HudBay, except as provided in the Arrangement Agreement; and (d) the HudBay Shares to be issued in connection with the Arrangement will be validly issued as fully paid and non-assessable and listed for trading on the Exchange.